IN RE Vs. SURYA GLOBAL STEEL TUBES LIMITED

JUDGEMENT

(1.) This is a joint Second Motion petition under Sections 230 to 232 of the Companies Act, 2013 filed by the Petitioner-Companies in terms of Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for short to be referred hereinafter as 'the Rules') for approval of the Scheme of Amalgamation (for brevity, the 'Scheme') of Surya Global Steel Tubes Limited, the Transferor company (for short, P-1 Company) , with Surya Roshni Limited, the Transferee-Company (for short, P-2 Company) . The joint petition is maintainable in terms of Rule 3(2) of the Rules.

(2.) Petitioner-Companies filed first motion petition in CA (CAA) No.15(Pb) /2017 for calling and convening of the meetings and dispensing with the meeting of the equity shareholders of the Transferor Company. All the 19 equity shareholders of the Transferor Company having consented to the Scheme on affidavit, their meeting was dispensed with. Meetings of the secured and unsecured creditors as on 31.03.2017 of Transferor Company was directed to be called on 22.07.2017. The meetings of equity shareholders, secured and unsecured creditors as on 31.03.2017 of the Transferee Company was directed to be called and convened. The meeting of equity shareholders was fixed for 22.07.2017 and for secured and unsecured creditors for 23.07.2017. It was further directed that meeting in respect of unsecured creditors of the Transferor Company relating to the Trade depositors who had deposited security for dealership beyond Rs.25,000/- was also to be held along with meeting of the unsecured creditors. The necessary quorum of the meetings was also fixed.

(3.) The Chairperson, Alternate Chairperson and Scrutinizer were appointed. The Chairperson furnished reports dated 28.07.2017 of each meeting separately attached at Annexure P-13. It was reported that the secured and unsecured creditors of Transferor Company have unanimously approved the Scheme and necessary proceedings of the meetings were also attached.